UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
FEBRUARY 23, 2005
NELNET, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 001-31924 84-0748903
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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121 SOUTH 13TH STREET
SUITE 201
LINCOLN, NEBRASKA 68508
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402) 458-2370
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Nelnet Student Loan Funding, LLC ("Nelnet Funding"), Nelnet
Education Loan Funding, Inc., and NHELP-III, Inc. are wholly owned
subsidiaries of National Education Loan Network, Inc. National Education
Loan Network, Inc. is a wholly owned subsidiary of Nelnet, Inc.
On February 23, 2005, Nelnet Student Loan Trust 2005-1 (the
"Trust"), of which Nelnet Funding is the Sponsor, and Zions First
National Bank, in its capacity as Indenture Trustee and as Eligible
Lender Trustee, executed and delivered an Indenture of Trust dated as of
February 1, 2005, pursuant to which the Trust issued $1,267,000,000 of
Student Loan Asset-Backed Notes (the "Notes").
The Trust used the proceeds from the sale of the Notes to
purchase student loans originated under the Federal Family Education
Loan Program from Nelnet Funding. A portion of the student loans the
Trust acquired were purchased from Nelnet Education Loan Funding, Inc.
and NHELP-III, Inc. by Nelnet Funding.
A description of the transaction and the documents executed in
connection with the transaction are included in the Trust's Form 8-K
(Reg. No. 333-118566-01) filed on March 1, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: March 2, 2005
NELNET, INC.
By: /s/ Terry J. Heimes
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Name: Terry J. Heimes
Title: Chief Financial Officer